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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 7, 2001
INFORMIX CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15325 94-3011736
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 Washington Street, Westborough, Massachusetts 01581
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(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (508) 366-3888
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 9. REGULATION FD DISCLOSURE
UNLESS EXPRESSLY INCORPORATED BY REFERENCE, THE INFORMATION PROVIDED PURSUANT
HERETO SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS FORM 8-K INTO ANY FILING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
On May 7, 2001, Informix Corporation issued the following press release:
[INFORMIX NEWS RELEASE GRAPHIC]
Informix Corporation
50 Washington St.
Westboro, MA 01581
Tel. 508-366-3888
www.informix.com
PRESS CONTACT: INVESTOR CONTACTS:
Shannon Stevens David Roy
Morgen-Walke Associates Informix Corporation
(212) 850-5600 (508) 366-3888 x3290
sstevens@morgenwalke.com david.roy@informix.com
Gordon McCoun/ Stephanie Prince
Morgen-Walke Associates, Inc.
(212) 850-5600
gmccoun@morgenwalke.com
sprince@morgenwalke.com
INFORMIX CORPORATION RELEASES ASCENTIAL SOFTWARE FINANCIAL INFORMATION
COMPANY REAFFIRMS AND EXPANDS ON PREVIOUS GUIDANCE
Westboro, MA - May 7, 2001 - Informix(R) Corporation (Nasdaq: IFMX),
a technology leader for the new economy, today announced the filing with the
Securities and Exchange Commission of expanded financial information for
Ascential(TM) Software, its Information Asset Management subsidiary. This
filing was made in anticipation of meetings that management will be holding
with institutional stockholders and analysts over the next several weeks in
support of its recently announced transaction with IBM for the sale of the
assets of Informix Software, its database subsidiary. The presentation that
will be used in conjunction with these meetings, which also contains the
information in the SEC filing, will be posted on the Company's website. This
financial information includes a pro forma income statement for Ascential
Software for the recently reported first quarter of 2001 as well as the
description of the Company's longer-term financial model, copies of which are
included in the SEC filing as well as attached to this public announcement.
The Company reaffirmed and expanded upon its previous guidance as follows:
o Revenue growth of approximately 35% to 40% in 2001 over 2000 and
approximately 40% to 50% growth in 2002 over 2001 is projected. Sales for
the full year 2000 of $122 million, include $29.5 million from the sale of
i.Sell(TM), the Company's recently discontinued product. Excluding sales of
i.Sell in all periods, sales are projected to increase approximately 75% to
80% for the year 2001. Approximately 15% sequential growth (approximately
25% excluding i.Sell in both periods) is expected in the second quarter
2001 as compared to the first quarter of 2001.
o Gross Margin is expected to progressively increase from 50% in the first
quarter to between 65% and 70% by year-end 2001. Further expansion to
between 70% and 75% by year-end 2002 is projected, based on planned revenue
growth.
o Operating expenses were approximately $38 million in the first quarter, and
are expected to decrease somewhat throughout the year, before charges and
non-recurring items, as increased efficiencies take effect.
o Operating Margin is expected to improve progressively, before charges and
non-recurring items, during the year to approximately 5% in the fourth
quarter of 2001 and to expand to between approximately 15% and 20% in the
fourth quarter of 2002, based on planned revenue growth. The Company
continues to expect to achieve sustained profitability before charges and
nonrecurring items, during the fourth quarter of 2001.
"We welcome the opportunity to present our views directly to our stockholders as
we did in our recent Letter to Stockholders posted on our website," said Peter
Gyenes, Chairman and Chief Executive Officer. "We believe that the transaction
with IBM brings substantial value to Informix Corporation as well as enhances
the competitive position and growth prospects of Ascential Software, the leader
in providing Information Asset Management solutions. The resulting $1 billion in
cash and no debt on Ascential's balance sheet, will bring a tremendous amount of
financial resources and flexibility to Ascential to pursue its strategic and
market opportunities, including the recently announced strategic alliances with
IBM and SAP which add major new channels of distribution for Ascential's leading
products. Proceeds from the IBM transaction will also finance an intended share
reduction program, the details of which will be announced around the time of
closing."
ABOUT INFORMIX CORPORATION
Informix Corporation is comprised of two independent operating companies:
Informix Software and Ascential Software.
ABOUT INFORMIX SOFTWARE
Informix Software, the database company, is a leading provider of database
management systems for data warehousing, transaction processing and e-Business
applications. With more than 100,000 customers worldwide, Informix Software
delivers high-performance database systems in markets including retail,
financial services, government, healthcare, manufacturing, media and publishing,
and telecommunications. For more information, visit the Informix Web site
www.informix.com.
ABOUT ASCENTIAL SOFTWARE
Ascential Software is the leading provider of Information Asset Management
solutions to the Global 2000. Customers use Ascential products to turn vast
amounts of disparate, unrefined data into reusable information assets that drive
business success. Ascential's unique framework for Information Asset Management
enables customers to easily collect, validate, organize, administer and deliver
information assets to realize more value from their enterprise data, reduce
costs and increase profitability. Headquartered in Westboro, Mass., Ascential
has offices worldwide and supports more than 1700 customers in such industries
as telecommunications, insurance, financial services, healthcare,
media/entertainment and retail. Ascential is an independent operating company of
Informix Corporation (NASDAQ:IFMX) and can be found on the Web at
http://www.ascentialsoftware.com.
SAFE HARBOR STATEMENT
This public announcement contains forward-looking statements that are subject to
numerous risks and uncertainties. The forward-looking statements include the
following:
The Company's projection of revenue growth of approximately 35% to 40% in 2001
over 2000 and approximately 40% to 50% growth in 2002 over 2001.
The Company's projection that, excluding sales of its i.Sell product in all
periods, sales will increase approximately 75% to 80% for the year 2001.
The Company's statement that it expects sequential growth of approximately 15%
(25% excluding i.Sell for both periods) for the second quarter of 2001 as
compared to the first quarter of 2001.
The Company's statement that it expects gross margin progressively to increase
from 50% in the first quarter to between 65% and 70% by year-end 2001.
The Company's projection of further expansion of gross margin to between 70% and
75% by year-end 2002 based upon planned revenue growth.
The Company's statement that it expects operating expenses to decrease somewhat
throughout 2001, before charges and non-recurring items, as increased
efficiencies take effect.
The Company's statement that it expects operating margin to improve
progressively during 2001 to approximately 5% in the fourth quarter of 2001 and
to expand to between 15% and 20% in the fourth quarter of 2002, based on planned
revenue growth.
The Company's statement that it continues to expect to achieve sustained
profitability, before charges and nonrecurring items, during the fourth quarter
of 2001.
The Company's statement that it believes that the transaction with IBM brings
unprecedented value to Informix as well as enhancing the competitive position of
Ascential Software.
The Company's statement that the proceeds of the IBM transaction and the absence
of debt on its balance sheet will bring a tremendous amount of financial
resources to Ascential to pursue it strategic and market opportunities,
including recently announced strategic alliances with IBM and SAP with add major
new channels of distribution for Ascential's leading products.
The Company's statement that proceeds of the IBM transaction will also finance
an intended share reduction program, the details of which will be announced
around the time of the closing of the IBM transaction.
The risks and uncertainties could cause actual results and events to differ
materially from historical or anticipated results and events. Investors and
potential investors should review carefully the description of the risks and
uncertainties which, together with other detailed information about the Company,
is contained in the periodic reports that the Company files from time to time
with the Securities and Exchange Commission, including the Company's report on
Form 10-K for fiscal year 2000.
The proposed transaction will be submitted to Informix's stockholders for
their consideration, and Informix will file a proxy statement concerning the
proposed transaction with the SEC. Stockholders are urged to read the proxy
statement regarding the proposed transaction when it becomes available and
any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information. When available, the proxy statement concerning the proposed
transaction will be mailed to all of our stockholders and our proxy
statement, as well as other filings containing information about Informix,
will be available without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement and the SEC fillings that
will be incorporated by reference in the proxy statement can also be
obtained, without charge, by directing a request to Informix, Investor
Relations, 50 Washington St., Westboro, MA 01581 (508-366-3888).
Informix and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Informix stockholders in favor
of the proposed transaction. Information regarding the interests of the officers
and directors of Informix in the proposed transaction will be set forth in proxy
statement regarding the proposed transaction, when available. Information
regarding Informix's officers and directors that may be deemed participants in
the solicitation is included in Informix's most recent annual proxy statement as
filed with the SEC on a Schedule 14A.
(C) 2001 INFORMIX CORPORATION. ALL RIGHTS RESERVED. INFORMIX AND I.SELL ARE
TRADEMARKS OF INFORMIX CORPORATION OR ITS AFFILIATES, AND MAY BE REGISTERED IN
THE U.S. OR OTHER JURISDICTIONS. ASCENTIAL IS A TRADEMARK OF ASCENTIAL SOFTWARE,
INC. AND MAY BE REGISTERED IN OTHER JURISDICTIONS.
ASCENTIAL SOFTWARE
PRO FORMA P&L (2)
(UNAUDITED)
ACTUAL LONG TERM
Q1 2001 Q4 2001 Q4 2002 TARGET MODEL
(IN MILLIONS)
(1)
License $ 16.8 50-55% 53-58% 57-60%
Service 16.5 45-50% 42-47% 40-43%
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Total Revenue $ 33.3 100% 100% 100%
Cost of License revenue $ 5.1
Cost of Service revenue 11.4
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Total cost of revenue $ 16.5
Gross Profit $ 16.8
Gross Margin 50.5% 65-70% 70-75% 75-78%
Sales & Marketing $ 26.5
Research & Development 8.7
General & Admninistrative 3.2
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Total Operating Expense $ 38.4 60-65% 55-60% 53-58%
Operating Income $(21.6)
Operating Margin 4-6% 15-20% 17-25%
(1) Includes $2.9 million of revenue from i.Sell, which was discontinued during
the the first quarter of 2001.
(2) Before charges and non-recurring items.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INFORMIX CORPORATION
(Registrant)
By: /s/ PETER GYENES
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Peter Gyenes
President, Chief Executive
Officer and Chairman of the
Board of Directors
Dated: May 7, 2001